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1. d You can also update your mobile number and e mail id in the user profile details of the folio which may be used for sending future communication s 5 Members who have registered their e mail id either with the Depositories or with the Company are being sent Notice of Postal Ballot by e mail and Members who have not registered their e mail id will receive Notice of Postal Ballot along with Postal Ballot Form through post The Members can also seek duplicate Postal Ballot Form from Karvy Computershare Private Limited at Plot No 17 to 24 Vittal Rao Nagar Madhapur Hyderabad 500 081 or Corporate Office of the Company i e Naman Chambers C 32 G Block Bandra Kurla Complex Bandra East Mumbai 400 051 6 Kindly note that the Members can opt only one mode of voting i e either by Physical Ballot or e voting If you are opting for e voting then do not vote by Physical Ballot also and vice versa However in case Members cast their vote by Physical Ballot and e voting then voting done through valid Physical Ballot shall prevail and voting done by e voting will be treated as invalid 7 Members desiring to exercise vote by Physical Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed in the enclosed self addressed business reply envelope to the Scrutinizer so as to reach the Scrutinizer on or before the close of working hours i e 17 30 hours on Wednesday
2. referred to as the Foreign Shareholding in the paid up equity Resolution share capital of the Company from 54 to 49 90 AGAINST Place Date Signature of the Member Beneficial Owner Refer Instruction No 3 Email _ Tel No Optional Electronic Voting Particulars EVEN E Voting Event Number Password PIN Notes 1 Please read the instructions printed below carefully before filing the Form 2 Last date for receipt of Postal Ballot Forms by Scrutinizer is Wednesday January 29 2014 before the close of the working hours i e 17 30 hours INSTRUCTIONS 1 The Company is pleased to offer e voting facility as an alternate for all the Members of the Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form E voting is optional The detailed procedure for e voting is enumerated in the Notes to the Postal Ballot Notice 2 A Member desiring to exercise vote by Physical Postal Ballot may complete this Postal Ballot Form no other form or photocopy thereof is permitted and send it to the Scrutinizer Ms Savita Jyoti Savita Jyoti Associates Company Secretaries a Practicing Company Secretary in the attached self addressed business reply envelope Postage will be borne and paid by the Company However envelopes containing Postal Ballot Form s if sent by courier or registered speed post at the expense of the Member will also be accepted 3 This Form should be completed and
3. d IDFC December 27 2013 Manager Listing Department Manager Listing Department wv National Stock Exchange of India Limited BSE Ltd Bandra Kurla Complex 1 Floor P J Towers Bandra E Dalal Street Mumbai 400051 Mumbai 400 001 Dear Sir Subject Passing of Special Resolution by the members of IDFC Limited the Company by Postal Ballot Further to our letter dated December 19 2013 on the captioned subject we are enclosing herewith Six Copies of the Postal Ballot Notice sent to the Members of the Company seeking their approval through postal ballot voting process for reduction in the ceiling limit on the aggregate holdings of Foreign Institutional Investors Flls SEBI approved sub accounis of Fils Foreign Direct Investment FDI Foreign Nationals Non resident Indians NRIs and Overseas Corporate Bodies OCBs collectively referred to as the Foreign Shareholding from 54 to 49 90 of the total paid up equity share capital of the Company The Company is also offering e voting facility to all the Members of the Company for which it has availed the services of Karvy Computershare Private Limited e voting platform Kindly upload the same on your website for the information of the shareholders Thanking you Yours faithfully For IDFC Limited Mahendra N Shah Company Secretary IDFC Limited Naman Chambers C 32 G Block Bandra Kurla Complex Bandra E Mumbai 400 051 Tel 91 22 4222 2000 6147
4. January 29 2014 The postage cost will be borne by the Company However envelopes containing Postal Ballots if sent by courier or registered speed post at the expense of the Members will also be accepted 8 The voting rights of Members shall be in proportion to their shares in the paid up equity share capital of the Company as on Friday December 20 2013 9 The voting period ends on the close of working hours i e 17 30 hours on Wednesday January 29 2014 The e voting module for voting shall also be disabled by Karvy Computershare Private Limited thereafter 10 The Scrutinizer will submit her report to the Managing Director amp CEO or Company Secretary of the Company after completion of the scrutiny of the Postal Ballot Forms and the result of the Postal Ballot will be announced at the Registered Office of the Company situated at KRM Tower 8th Floor No 1 Harrington Road Chetpet Chennai 600031 and Corporate Office situated at Naman Chambers C 32 G Block Bandra Kurla Complex Bandra East Mumbai 400 051 The result of the Postal Ballot will also be displayed on the Company s website www idfc com and will be communicated to the stock exchanges where the Company s shares are listed The result of the Postal Ballot will also be published in the newspapers In the event the draft resolution is assented to by the requisite majority of Members by means of Postal Ballot the date of declaration of Postal Ballot result shall be de
5. 192A of the Companies Act 1956 read with the Companies passing of the resolution by postal ballot Rules 2011 as amended from time to time The Company is also offering e voting facility to all the Members of the Company The Company is proposing a Special Resolution for reduction in the ceiling limit on the aggregate holdings of Foreign Institutional Investors Flls SEBI approved sub accounts of Fils Foreign Direct Investment FDI Foreign Nationals Non resident Indians NRIs and Overseas Corporate Bodies OCBs collectively referred to as the Foreign Shareholding from 54 to 49 90 of the total paid up equity capital of the Company The Members are requested to pass the resolution proposed through Postal Ballot by voting either electronically or through physical ballot The Special Resolution and the Explanatory Statement setting out material facts and reasons for passing the below mentioned Resolution are being sent to you along with the Postal Ballot Form for your consideration and approval Special Resolution to be passed through Postal Ballot To consider and if thought fit to pass the following resolution as a Special Resolution RESOLVED THAT pursuant to the applicable provisions of the Companies Act 1956 and the Companies Act 2013 collectively referred to as the Acts the provisions of Foreign Exchange Management Regulations and guidelines issued by the Government of India and other applicable laws if any and
6. 30 hours Voting rights shall be reckoned on the basis of fully paid shares registered in the name of the Member s as on Friday December 20 2013 10 Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed business reply envelope as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer 11 A Member need not use all the votes nor needs to cast all the votes in the same way 12 Incomplete unsigned or incorrect Postal Ballot Forms will be rejected The Scrutinizer s decision regarding the validity of a Postal Ballot will be final and binding 13 The result of the Postal Ballot will be posted on the website of the Company www idfc com and will also be published in the newspaper s for the information of the Members The result will also be displayed at the Registered Office and Corporate Office of the Company IDFC IDFC Limited J Registered Office KRM Tower 8 Floor No 1 Harrington Road Chetpet Chennai 600 031 Corporate Office Naman Chambers C 32 G Block Bandra Kurla Complex Bandra East Mumbai 400 051 Dear Member s POSTAL BALLOT NOTICE Pursuant to Section 192A 2 of the Companies Act 1956 NOTICE is hereby given that the proposed resolution is circulated for approval of the Members of IDFC Limited to be accorded by Postal Ballot in accordance with the provisions of Section
7. for Banking Licence on July 1 2013 The Guidelines for licensing of new banks in the Private Sector introduced by the Reserve Bank of India RBI on February 22 2013 inter alia state that the promoters eligible to promote a bank pursuant to the said guidelines should be owned and controlled by residents In view of these guidelines and having regard to the then Foreign Shareholding in the Company the Members at the last AGM of the Company held on July 29 2013 had authorized the Board of Directors to reduce the Foreign Shareholding limit to 54 as and when the Board of Directors thought it appropriate This limit of 54 had since been made effective As on December 6 2013 the Foreign Shareholding in the Company is around 51 27 which makes the Company a Foreign Owned Indian Company In view of the above guidelines issued by the RBI it would be necessary for the Company to reduce the existing limit of Foreign Shareholding from 54 to 49 90 so as to make the Company owned and controlled by residents and accordingly eligible for the banking license as per the aforesaid guidelines Further the Board of Directors may choose to revise the foreign shareholding limit down to 49 90 in stages based on the market conditions and the actual Foreign Shareholding at that point of time In case the Company does not receive the Banking License the Company may approach the Members later on for increase in the Foreign Shareholding limit The reduction i
8. signed by the Member as per the specimen signature registered with the Company Depository Participant s In case of joint holding this Form should be completed and signed by the first named Member and in his her absence by the next named Member In case Postal Ballot Form is signed through a Delegatee a copy of Power of Attorney attested by the Member shall be annexed to the Form 4 The consent must be accorded by recording the assent in the box FOR and dissent in the box AGAINST by placing a tick Y mark in the appropriate column 5 Duly completed Postal Ballot Form should reach the Scrutinizer not later than close of working hours i e 17 30 hours on Wednesday January 29 2014 All Postal Ballot Forms received after this date will be strictly treated as if reply from such Member has not been received 6 There will be only one Postal Ballot Form for every Folio irrespective of the number of Joint Member s 7 In case of shares held by companies trusts societies etc the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution Authority Letter together with the attested specimen signature s of the duly authorised signatories 8 A Member may request for a duplicate Postal Ballot Form if so required However the duly completed duplicate Postal Ballot Form should reach the Scrutinizer not later than the last date of receipt of Postal Ballot Form i e Wednesday January 29 2014 before 17
9. 8383 Registered Office KRM Tower 8th Floor No 1 Harrington Road Chetpet Chennai 600 031 Tel 91 44 4564 4000 Fax 91 44 4564 4022 wwwidfc com Registered Office KRM Tower 8 Floor No 1 Harrington Road Chetpet Chennai 600 031 Corporate Office Naman Chambers C 32 G Block Bandra Kurla Complex Bandra East Mumbai 400 051 POSTAL BALLOT FORM To be returned to the Scrutinizer appointed by the Company Serial No 1 Name amp Registered Address of the sole first named Member INBLOCK LETTERS 2 Name s of the joint holder s if any 3 Registered Folio No DP ID No Client ID No Applicable to Member s holding shares in dematerialised form 4 Number of shares held 5 I We hereby exercise my our vote in respect of the Special Resolution to be passed through Postal Ballot for the business stated in the Postal Ballot Notice of the Company dated December 23 2013 by sending my our assent FOR or dissent AGAINST to the said resolution by placing the tick mark at the appropriate box below No of Please tick W in the Description shares Particulars Appropriate Box below Reduction in the ceiling limit on aggregate holdings of Foreign I We assent to the Institutional Investors Flls SEBI approved sub accounts of FIls Resolution Foreign Direct Investment FDI Foreign Nationals Non resident os Indians NRIs and Overseas Corporate Bodies OCBs collectively MWe dissent to the
10. ately click on LOGIN vi Members holding shares in Demat Physical form will now reach Password Change menu wherein they are required to mandatorily change their login password in the new password field The new password has to be minimum eight characters consisting of at least one upper case A Z one lower case a z one numeric value 0 9 and a special character Kindly note that this password can be used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote provided that Company opts for e voting through Karvy Computershare Private Limited e Voting platform System will prompt you to change your password and update any contact details like mobile email ID etc on 1st login You may also enter the Secret Question and answer of your choice to retrieve your password in case you forget it It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential vii You need to login again with the new credentials viii On successful login system will prompt to select the Event i e Company Name P T O ix If you are holding shares in Demat form and had logged on to https evoting karvy com and casted your vote earlier for any company then your exiting login id and password are to be used x On the voting page you will see Resolution Description and against the same the options FOR AGAINST for voting E
11. eign Shareholding limit down to 49 90 in stages based on the market conditions and the actual Foreign Shareholding at that point of time RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to delegate to the extent permitted by law all or any of the powers herein conferred to it to any Committee of Directors or the Executive Chairman or Managing Director amp CEO or Company Secretary or any other Officer or Officers of the Company to give effect to the aforesaid resolution By Order of the Board of Directors Place Mumbai Mahendra N Shah Date December 23 2013 Company Secretary Notes 1 The explanatory statement and reasons for the proposed Special Resolution pursuant to Section 192A 2 of the Companies Act 1956 and Section 102 of the Companies Act 2013 setting out material facts is annexed hereto 2 The Company has appointed Ms Savita Jyoti Savita Jyoti Associates Company Secretaries a Practicing Company Secretary to act as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner 3 The Notice is being sent to all the Members whose names appear in the Register of Members list of Beneficial Owners received from National Securities Depository Limited NSDL Central Depository Services India Limited CDSL as on Friday December 20 2013 4 In compliance with provisions of Section 192A of the Companies Act 1956 read with the Companies passing of the resolution by po
12. emed to be the date of passing of the said resolution 11 The Board of Directors has appointed Managing Director amp CEO and the Company Secretary as the Designated Persons responsible for the entire postal ballot process 12 All the documents referred to in the accompanying Notice and explanatory Statement are open for inspection between 10 00 hours to 17 00 hours on all working days at the Corporate Office of the Company i e Naman Chambers C 32 G Block Bandra Kurla Complex Bandra East Mumbai 400 051 and at the Registered Office i e KRM Tower 8th Floor No 1 Harrington Road Chetpet Chennai 600031 up to Wednesday January 29 2014 Explanatory Statement pursuant to Section 192A 2 of the Companies Act 1956 and Section 102 of the Companies Act 2013 setting out all the material facts pertaining to the Special Resolution The Members of the Company at the Annual General Meeting AGM held on June 28 2007 had approved increase of ceiling limit on aggregate holdings of Foreign Institutional Investors Flls SEBI approved sub accounts of Flls Foreign Direct Investment FDI Foreign Nationals Non resident Indians NRIs and Overseas Corporate Bodies OCBs collectively referred to as the Foreign Shareholding in the paid up equity share capital of the Company from 49 to 74 At that time it was contemplated that the Foreign Shareholding in the Company would increase beyond the limit of 49 The Company made an application
13. further subject to the approval of the Reserve Bank of India RBI and such other regulatory statutory authorities as may be necessary the consent of the Company be and is hereby accorded for reduction in the ceiling limit on the aggregate shareholding of Foreign Institutional Investors Flls SEBI approved sub accounts of Fils Foreign Direct Investment FDI Foreign Nationals Non resident Indians NRIs and Overseas Corporate Bodies OCBs collectively referred to as the Foreign Shareholding from 54 to 49 90 of the total paid up equity capital of the Company RESOLVED FURTHER THAT the Board of Directors for the purpose of this resolution the Board of Directors would include any Director official in single capacity and or any Committee of Directors as may be authorized by the Board of Directors in this regard be and is hereby authorized to coordinate with RBI and the stock exchanges to cap limit the Foreign Shareholding in the Company down from 54 to 49 90 in stages and to sign execute and submit applications letters confirmations and such other documents as may be required in this regard and to perform all such acts deeds and things as may be necessary to give effect to the above resolution RESOLVED FURTHER THAT the revised Foreign Shareholding limit of 49 90 will be effective from the date of passing of Board Resolution after Members approval is received for the same and the Board of Directors may choose to revise the For
14. n the ceiling limit on the aggregate Foreign Shareholding would require prior approval of Members The Members are requested to pass the proposed resolution through postal ballot as permissible under Section 192A of the Companies Act 1956 read with Companies passing of the resolution by postal ballot Rules 2011 The Board of Directors recommend passing of the Special Resolution as contained in the Notice None of the directors or key managerial personnel and or their relatives is deemed to be interested or concerned in this resolution except to the extent of their shareholding in the Company All the documents referred to in the accompanying Notice and explanatory Statement are open for inspection between 10 00 hours to 17 00 hours on all working days at the Corporate Office of the Company i e Naman Chambers C 32 G Block Bandra Kurla Complex Bandra East Mumbai 400 051 and at the Registered Office i e KRM Tower 8th Floor No 1 Harrington Road Chetpet Chennai 600031 up to Wednesday January 29 2014 Place Mumbai By Order of the Board of Directors Date December 23 2013 Mahendra N Shah Company Secretary
15. nter the number of shares which represents number of votes under FOR AGAINST or alternatively you may partially enter any number in FOR and partially in AGAINST but the total number in FOR AGAINST taken together should not exceed your total shareholding xi After selecting the resolution you have decided to vote on click on SUBMIT A confirmation box will be displayed If you wish to confirm your vote click on OK else to change your vote click on CANCEL and accordingly modify your vote xii Once you CONFIRM your vote on the resolution you will not be allowed to modify your vote xiii Corporate Institutional Members Corporate Fls Flls Trust Mutual Funds Banks etc are required to send scan PDF format of the relevant Board resolution to the Scrutinizer through e mail to savitajyoti yahoo com with copy to evoting karvy com The file scanned image of the Board Resolution should be in the naming format Corporate Name_ Event no b In case of any queries you may refer the Frequently Asked Questions FAQs on e voting for Shareholders and e voting User Manual for Shareholders available at the Downloads section of https evoting karvy com or contact Karvy Computershare Private Limited at the Telephone No Toll Free No 1800 345 4001 c Ifyou are already registered with Karvy Computershare Private Limited for e voting then you can use your existing user ID and password for casting your vote
16. stal ballot Rules 2011 the Company is pleased to offer e voting facility as an alternate to all the Members of the Company For this purpose the Company has engaged Karvy Computershare Private Limited for facilitating e voting to enable the Members to cast their votes electronically instead of dispatching Postal Ballot Form Please note that e voting is optional The instructions for Members for e voting are as under a Incase of Members receiving Postal Ballot Form by Post i Open your web browser during the voting period and navigate to https evoting karvy com ii Enter the login credentials i e user id amp password mentioned on the Postal Ballot Form Your folio DP Client ID will be your User ID For Members holding shares in Demat Form a For NSDL 8 Characters DP ID followed by 8 Digits Client ID User ID b For CDSL 16 digits beneficiary ID For Members holding shares in Physical Form e Event no followed by Folio Number registered with the Company Your Unique password is printed on the Postal Ballot Form Captcha Enter the Verification code i e please enter the alphabets and numbers in the exact way as they are displayed for security reasons iii Please contact our toll free No 1 800 34 54 001 for any further clarifications iv Members can cast their vote online from Tuesday December 31 2013 from 09 00 hours to Wednesday January 29 2014 till 17 30 hours v After entering these details appropri

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